ZUARI GLOBAL LIMITEDCIN: L65921GA1967PLC000157

Registered Office: Jai Kisaan Bhawan, Zuarinagar Goa 403 726Website: www.adventz.com, Tel.: 0832-2592180/81

NOTICE

NOTICE is hereby given that the Fifty-first Annual General Meeting of the Members of Zuari Global Limited will be held on thFriday, the 6 September, 2019 at 2.30 P. M., at the Registered Office of the Company at "Jai Kisaan Bhawan", Zuarinagar,

Goa 403726 to transact the following business:

Ordinary Business:

1. To receive, consider and adopt :

sta) The Audited Financial Statements of the Company for the year ended 31 March, 2019 including Audited stBalance Sheet for the year ended 31 March, 2019 and the Statement of Profit and Loss Account for the year

ended on that date and the Reports of the Board of Directors and Auditors thereon.

stb) The Audited Consolidated Financial Statements of the Company for the year ended 31 March, 2019 including stAudited Consolidated Balance Sheet for the year ended 31 March, 2019 and the Consolidated Statement of

Profit and Loss Account for the year ended on that date and the Report of the Auditors thereon.

st2. To declare dividend on Equity Shares for the financial year ended 31 March, 2019.

3. To re-appoint Ms. Jyotsna Poddar (DIN 00055736), as Director, who retires by rotation and being eligible offers herself for re-appointment.

Special Business:

4. Re-appointment of Mr. Marco Wadia as an Independent Director:

To consider and if thought fit, to pass, the following resolution as a Special Resolution;

RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''SEBI Listing Regulations''), Mr. Marco Wadia (DIN 00244357), who meets the criteria for independence as provided in Section 149(6) of the Act and SEBI Listing Regulations as an Independent Director, be and is hereby re-appointed for second term as an Independent Director of the Company, not liable to retire by rotation and to hold office for 3 (Three) consecutive years upto March 31, 2022.

5. Approval of Related Party Transaction under section 188 of the Companies Act, 2013:

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution;

RESOLVED THAT pursuant to Section 188 and other applicable provisions if any, of the Companies Act, 2013, in terms of the Rule 15 of the Companies (Meetings of Board and its Powers) Rule 2014 and subject to such other Regulations, Guidelines and Laws (including any statutory modifications or re-enactment thereof for the time being in force) approval of the shareholders be and is hereby accorded to the Board of Directors for entering into any contracts and / or arrangements with the following Related Parties for an amount not exceeding the limits as detailed below:

1

S.No. Name of the Related

Party

Nature of Relationship

Transaction amount

Nature of Transaction

1 Gobind Sugar Mills Limited

Subsidiary Not exceeding Rs. 150 Lacs

Providing Management Service

2 Zuari Indian Oiltanking Private Limited

Joint Venture Not exceeding Rs. 25 Lacs

Providing Management Service

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, any one Director and/or Mr. Vijay Kathuria, Chief Financial Officer and/or Mr. Sachin Patil, Asst. Company Secretary, be and is hereby authorized to take such steps, as may be necessary to implement the aforesaid decision.

By Order of the Board of Directors

Sachin PatilAsst. Company Secretary

ACS No. 31286thDate: 24 May, 2019

Registered Office: Jai Kisaan Bhawan,Zuarinagar-Goa 403 726

NOTES:

1. The related Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) setting out material facts concerning the business under Item Nos.4 & 5 of the Notice, is annexed hereto. Details under Regulation36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the Director seeking re-appointment at the Annual General Meeting under Item No. 4 is also annexed hereto. Details of Ms. Jyotsna Poddar as required under Reg 36(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 are given in Corporate Governance Report attached to the Annual Report 2018-19, which is being sent separately through permitted mode.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights.

3. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

4. INSTRUMENT APPOINTING THE PROXY, IN ORDER TO BE EFFECTIVE, SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, DULY COMPLETED AND SIGNED NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE ANNUAL GENERAL MEETING. Proxies/Representation Letter submitted on behalf of the Companies, Societies, etc. must be supported by an appropriate resolution/authority, as applicable. A Proxy form is attached herewith.

5. During the period beginning twenty-four (24) hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, members would be entitled to inspect the proxies lodged, at any time during the business hours of the company, provided not less than three days' notice is given to the company.

6. Members, Proxies and Authorised Representatives are requested to carry to the Meeting, the attendance slips enclosed herewith duly completed and signed mentioning therein details of their DP ID and Client ID/Folio No.

7. In case of joint-holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

8. The Company's Registrar & Share Transfer Agents (RTA) are :Link Intime India Private LimitedC 101, 247 ParkL.B.S. Marg, Vikhroli (W)Mumbai – 400 083Tel : 022-49186000Fax : 022-49186060Email : rnt.helpdesk@linkintime.co.inWebsite :

th th9. The Register of Members and Share Transfer Books of the Company will remain closed from 20 July, 2019 to 27 stJuly, 2019 (both days inclusive) for the purpose of payment of dividend for the financial year ended 31 March, 2019.

st10. The dividend on equity shares for the financial year ended 31 March, 2019, will be paid after declaration by the members. :

www.linkintime.com

(I) in respect of shares held in physical form, to those members whose names appear on the Register of Members thof the Company on 27 July, 2019, after giving effect to all valid share transfer documents lodged with the

thCompany on or before 19 July, 2019.

(ii) in respect of shares held in electronic form, to those beneficial owners whose names appear in the statements of beneficial ownership furnished by National Securities Depository Limited and Central Depository Services

th(India) Limited as at the end of business on 19 July, 2019.

2

11. Pursuant to the provisions of Section 124 (5) and 125 of the Companies Act, 2013 the dividend amount remaining unclaimed/unpaid for a period of seven years from the due date of payment shall be transferred to the Investor Education and Protection Fund (IEPF) established by Central Government. Pursuant to the provisions of Section 124 (6) and section 125 of the Companies Act, 2013 read with Rule 6 of the IEPF Authority (Accounting, Audit, Transfer and Refund)Rules, 2016, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company to the IEPF within 30 days of they becoming due to be transferred.

12. The company has uploaded the details of unpaid and unclaimed amount lying with the Company as on the date of last Annual General Meeting (AGM) i.e. on the website of the Company www.adventz.com as well as on the website of the Ministry of Company Affairs. Unclaimed dividend pertaining to the financial year 2011-12 is due for transfer to the Investor education and Protection Fund and the same can be claimed from the Company.

The following are the due dates for transfer of unclaimed dividend to IEPF.

13. Members who have neither received nor encashed their dividend warrant(s) in respect of the earlier years, are requested to write to the Company/RTA, mentioned the relevant Folio number or DP ID and Client ID, for issuance of duplicate/revalidated dividend warrant(s). As and when the amount is due, it will be transferred by the Company to Investor Education and Protection Fund. No claim thereof shall lie against the Company after such transfer.

14. Members are advised to avail the facility for receipt of future dividends through National Electronic Clearing Services (NECS). The ECS facility is available at the specified locations. Shareholders holding shares in electronic form are requested to contact their respective Depository Participant for availing NECS facility. The Company or RTA cannot act on any request received directly from the members holding shares in electronic form for any change of bank particulars or bank mandates. Shareholders holding shares in physical form and desirous of either registering bank details or changing bank details already registered against their respective folios are requested to send a request letter for updating Bank Account Number with 9 digit MICR Number to the RTA or to the Company with attested copy of his/her PAN Card and a photocopy of his/her cheque leaf (to capture correct Bank Account Number, IFSC Code and 9 digit MICR Code).

15. Pursuant to the provisions of Section 72 of the Companies Act, 2013, members can avail facility for nomination in respect of shares held by them. Members holding shares in electronic form may contact their respective Depository Participant for availing this facility. Members holding shares in physical form may send their nomination in the prescribed form duly filled in to RTA at the above mentioned address.

16. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.

17. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company or RTA.

st18. Electronic copy of the Notice of the 51 Annual General Meeting along with instruction for e-voting, Attendance Slip and Proxy Form and the Annual Report for 2018-19 is being sent to all the members whose email IDs are registered with the Company / Depository Participant(s)/RTA for communication purposes unless any member has requested for a physical copy of the same. For members who have not registered their email address, physical copies of the Annual Report for 2018-19 and AGM Notice are being sent in the permitted mode. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, free of cost. For any communication, the shareholders may also send requests to the company's Investor email id: investor_redressal@adventz.com.

st19. Members may also note that the Notice of the 51 Annual General Meeting of the Company and the Annual Report for F.Y. 2018-19 will also be available at the Company's website www.adventz.com for download. The physical copies of the aforesaid documents will be available at the Company's Registered Office in Goa for inspection during normal business hours on all working days (i.e. Monday to Friday) upto the date of AGM.

3

Financial Year ended Due date for transfer to

IEPF 31-03-2012 08-10-2019 31-03-2013 23-10-2020 31-03-2014 29-11-2021 31-03-2015 20-10-2022 31-03-2016 28-10-2023 31-03-2017 26-10-2024 31-03-2018 08-10-2025

20. Members are requested to notify any change of address in their postal/mail or email address:

i. To their Depository Participants (DPs) in respect of the shares held in demat form and

ii. To the Company to its Shares Department at the Registered Office at Jai Kisaan Bhawan, Zuarinagar, Goa – 403726 in respect of the shares held in physical form.

iii. In case the mailing address registered with us is without the PINCODE, kindly inform the same to DP or the Company, as mentioned above.

21. With effect from April 01, 2019, except in the case of transmission or transposition of securities, the requests for effecting transfer of securities shall not be processed unless the securities are held in dematerialized form with a Depository. Hence, the members holding shares in physical form are requested to dematerialize their physical shares into electronic form by sending demat request to their concerned Depository Participants.

22. The Company has been maintaining, inter-alia, the following statutory registers at its Registered Office, which are open for inspection, on all working days (i.e. Monday to Friday) during business hours, in terms of the applicable provisions of the Companies Act, 2013 (Act) by Members and others as specified below :

(i) Register of Contracts or arrangements in which directors are interested under Section 189 of the Act. The said register shall also be produced at the commencement of the AGM of the Company and shall remain open and accessible during the continuance of the meeting to any person having the right to attend the meeting.

(ii)Register of Directors & Key Managerial Personnel and their shareholding under Section 170 of the Act. The said register shall be kept open for inspection at the AGM of the Company and shall be made accessible to any person attending the meeting.

23. To support the 'Green Initiative' in the Corporate Governance taken by the Ministry of Corporate Affairs, to contribute towards a Greener Environment and to receive all documents, Notices, including Annual Reports and other communications of the Company, investors should register their e-mail addresses with RTA if shares are held in physical mode or with the Depository Participant, if the shares are held in electronic mode.

st24. A route map showing directions to reach the venue of the Fifty First(51 ) AGM is annexed herewith.

25. Voting Process :

A. Process and manner for members opting to vote through electronic means:In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company is pleased to provide the members the facility to exercise their right to vote at the 51st Annual General Meeting (AGM) by electronic means and the business may be transacted through the e-voting services provided by Link Intime India Private Ltd. (LIIPL).

In order to facilitate those Members who do not wish to use the e-voting, the facility for voting through polling paper shall be made available at the AGM and the Members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right to vote at the AGM.

The Members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

The instructions for shareholders voting electronically are as under :

Log-in to e-Voting website of Link Intime India Private Limited

1. Visit the e-voting system of LIIPL. Open web browser by typing the following URL: https://instavote.linkintime.co.in.

2. Click on “Login” tab, available under 'Shareholders' section.

3. Enter your User ID, password and image verification code (CAPTCHA) as shown on the screen and click on “SUBMIT”.

4. Your User ID details are given below:

a. Shareholders holding shares in demat account with NSDL: Your User ID is 8 Character DP ID followed by 8 Digit Client ID

b. Shareholders holding shares in demat account with CDSL: Your User ID is 16 Digit Beneficiary ID

c. Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company

4

5. Your Password details are given below:

If you are using e-Voting system of LIIPL: https://instavote.linkintime.co.in for the first time or if you are holding shares in physical form, you need to follow the steps given below:

Click on “Sign Up” tab available under 'Shareholders' section register your details and set the password of your choice and confirm (The password should contain minimum 8 characters, at least one special character, at least one numeral, at least one alphabet and at least one capital letter).

If you are holding shares in demat form and had registered on to e-Voting system of LIIPL: https://instavote.linkintime.co.in, and/or voted on an earlier voting of any company then you can use your existing password to login.

If Shareholders holding shares in Demat Form or Physical Form have forgotten password:

Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT''.

Incase shareholder is having valid email address, Password will be sent to the shareholders registered e-mail address. Else, shareholder can set the password of his/her choice by providing the information about the particulars of the Security Question & Answer, PAN, DOB/ DOI, Dividend Bank Details etc. and confirm. (The password should contain minimum 8 characters, at least one special character, at least one numeral, at least one alphabet and at least one capital letter.)

NOTE: The password is to be used by demat shareholders for voting on the resolutions placed by the company in which they are a shareholder and eligible to vote, provided that the company opts for e-voting platform of LIIPL.

For shareholders holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

v Cast your vote electronically

6. After successful login, you will be able to see the notification for e-voting on the home page of INSTA Vote.

Select/ View “Event No” of the company, you choose to vote.

7. On the voting page, you will see “Resolution Description” and against the same the option “Favour/ Against” for

voting.Cast your vote by selecting appropriate option i.e. Favour/Against as desired.

Enter the number of shares (which represents no. of votes) as on the cut-off date under 'Favour/Against'. You may also choose the option 'Abstain' and the shares held will not be counted under 'Favour/Against'.

8. If you wish to view the entire Resolution details, click on the 'View Resolutions' File Link.

9. After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “YES”, else to change your vote, click on “NO” and accordingly modify your vote.

10. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

11. You can also take the printout of the votes cast by you by clicking on “Print” option on the Voting page.

For Shareholders holding shares in Demat Form or Physical Form

Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (applicable for both demat shareholders as well as physical shareholders).

Members who have not updated their PAN with depository Participant or in the company record are requested to use the sequence number which is printed in bold along with the name and address on sticker affixed on envelope.

Enter the Dividend Bank Details (last four digits) as recorded in your demat account or in the company records for the said demat account or folio number.

Please enter the DOB/ DOI or Dividend Bank Details in order to register. If the above mentioned details are not recorded with the depository participants or company, please enter Folio number in the Dividend Bank Details field as mentioned in instruction 4.

5

PAN

Dividend

Bank

Details

DOB/ DOI Enter the DOB (Date of Birth)/ DOI as recorded with depository participant or in the company

record for the said demat account or folio number in dd/mm/yyyy format.

•

•

v General Guidelines for Shareholders:

• Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to e-Voting system of LIIPL: https://instavote.linkintime.co.in and register themselves as

They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the for the Scrutinizer to verify the same.

• During the voting period, shareholders can login any number of time till they have voted on the resolution(s) for a particular “Event''.

• Shareholders holding multiple folios/demat account shall choose the voting process separately for each of the folios/demat account.

• In case the shareholders have any queries or issues regarding e-voting, click here or you may refer the Frequent ly Asked Quest ions ( “FAQs”) and Ins tavote e-Vot ing manua l ava i lab le a t https://instavote.linkintime.co.in, under Help section or write an email to

B. Commencement of e-voting :

rd thThe e-voting period commences on Tuesday, the 3 September, 2019 at 10.00 A.M. and ends on Thursday, 5 September, 2019, at 5.00 P.M.During this period, the Members of the Company holding shares in physical form or in

thdematerialized form, as on the cut-off date, Friday, 30 August, 2019, may cast their vote by electronic means in the manner and process set out herein above. The e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the Member, the Members shall not be allowed to change it subsequently.

C. General instruction/information for Members for voting on the Resolutions:

a. The voting rights of the Members shall be in proportion to their shares of the paid up equity share capital of the company, subject to the provisions of the section 108 of the Companies Act, 2013 and Rules made thereunder,

thas amended, as on the cut-off date, being Friday, 30 August, 2019.

b. Mr. Shivram Bhat, Practicing Company Secretary (Membership No. 10454) has been appointed by the Board of Directors of the Company as the Scrutinizer for scrutinizing the remote e-voting process as well as voting through poll papers at the Meeting, in a fair and transparent manner.

c. The Scrutinizer shall immediately after conclusion of the Annual General Meeting, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two (2) witnesses not in the employment of the Company.

d. The Scrutinizer will submit, not later than 48 hours of conclusion of the AGM, a consolidated scrutinizer's report, of the total votes cast in favour or against, if any, to the Chairman of the AGM or to the person authorised by him in writing who will countersign the same and declare the result of the voting forthwith, which shall be displayed on the Notice Board of the Company at its Registered Office. The result will also be displayed on the website of the Company at www.adventz.com, and on the website of LIIPL besides being communicated to Stock Exchanges.

e. Any person, who acquires shares of the Company becomes member of the Company after dispatch of the notice thand holding shares as of cut off date i.e. Friday,30 August, 2019, may obtain the sequence number for voting

by sending request to rnt.helpdesk@linkintime.co.in in case he/she has not updated the PAN with the Company/DP. However, if you are already registered with LIIPL for remote evoting then you can use your existing user ID and password for casting your vote.

Explanatory Statement in respect of the Special Business pursuant to Section 102 of the Companies Act, 2013 :

Item No.4: Re-appointment of Mr. Marco Wadia as an Independent Director:

stMr. Marco Wadia was appointed as Non-Executive/Independent Director of the Company for a period of 5 years upto 31 March, 2019.

stThe term of Mr. Marco Wadia ended on 31 March, 2019.

In terms of section 164 of the Act, Mr. Marco Wadia is not disqualified from being re-appointed as a Director of the Company and he has given consent to act as a Director of the Company. The Company has also received declarations from Mr. Marco Wadia that he meets with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and under the SEBI Listing Regulations. In the opinion of the Board, Mr. Marco Wadia fulfils the conditions specified in the Act and he is independent of the management.

Considering Mr. Wadia's’ vast experience and based on the performance evaluation, the Board on the recommendation of thNomination and Remuneration Committee, at its meeting held on 8 February, 2019 approved the re-appointment of Mr.

Marco Wadia, as Non- Executive/Independent Director of the Company subject to the approval of the members for a further period of 3 years w.e.f 1st April, 2019.The Company has received notice in writing from a member under Section 160 of the Act proposing the candidature of Mr. Marco Wadia for re-appointment as Independent Director of the Company.

'Custodian / Mutual Fund / Corporate Body'.

'Custodian / Mutual Fund / Corporate Body' login

please

or Call us :- Tel : 022-49186000.

insta.vote@linkintime.co.in

6

Brief profile along with other particulars of Mr. Marco Wadia, as required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached as annexure to this Notice. Mr. Marco Wadia is not related to any Director of the Company.

Copy of the letter of appointment of Mr. Marco Wadia as an Independent Director setting out the terms and conditions is available for inspection by Members at the Registered Office of the Company on all working days, except Saturdays, during business hours up to the date of the Meeting.

Except Mr. Marco Wadia, none of the other Directors and Key Managerial Personnel (KMP) of the Company or relatives of Directors and KMP are, in any way, concerned or interested in the said resolution.

The Board recommends the resolution set out at Item No. 4 of the Notice for shareholders' approval as a Special Resolution.

Item No. 5: Approval of Related Party Transaction under section 188 of the Companies Act, 2013

Pursuant to section 188(1) of the Act read with Rule 15 of the Companies (Meetings of the Board and its Powers) Rules, 2014 approval of shareholders is required if the related party transactions exceeds the threshold limit of 10% or more of annual turnover or Rs. 50 crore, whichever is lower.

For the financial year 2018-19, the revenue from operations of the Company on Standalone basis is Rs. 247.69 lakhs.The Company provides Management services to subsidiary /Joint Venture Companies and the Management service charges receivable for providing services may exceed threshold limit as mentioned above under the relevant provisions of Companies Act, 2013.Hence approval of shareholders is sought for entering into Related Party Transactions as per the details mentioned below:

Except Mr. N Suresh Krishnan, Managing Director & Key Managerial Personnel of the Company, Mr. Marco Wadia, Independent Director and Mr. Vijay Kathuria, Chief Financial Officer and Key Managerial Personnel, none of the other Directors of the Company are in any way, concerned or interested financially or otherwise in the said Ordinary Resolution.

The Board of Directors recommends resolution as set out in item no. 5 for shareholders approval as an Ordinary Resolution.

By Order of the Board of Directors

Sachin PatilAsst. Company Secretary

ACS No. 31286

thDate: 24 May, 2019Registered Office: Jai Kisaan Bhawan,Zuarinagar-Goa 403 726

7

Name of the Related Party

Gobind Sugar Mills Limited (GSML)

Zuari Indian Oiltanking Private Limited (ZIOTPL)

Name of the director or key managerial personnel who is related, if any

Mr. Narayanan Suresh Krishnan, Managing Director and Mr. Marco Wadia, Independent Director of the Company are on the Board of GSML

Mr. Vijay Kathuria, Chief Financial Officer of the Company is on the Board of ZIOTPL.

Nature of Relationship Subsidiary Joint Venture

Transaction amount Not exceeding Rs. 150 Lacs

Not exceeding Rs. 25 Lacs

Nature of Transaction Material terms and particulars of the contract or arrangements

Providing Management Service

Providing Management Service

Details of Director seeking re-appointment at the forthcoming Annual General Meeting in pursuance of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Name of the Director Marco Wadia

DIN

00244357

Date of Birth

30-01-1956

Age

63

Nationality

Indian

Relationship between directors inter-

se

NIL

Date of first Appointment

15-05-1993

Qualification

Advocate

Expertise/Brief Profile

in Functional area

Appointment/Re-appointment

Re-appointmentTerms and Conditions of re-appointment

As per Explanatory Statement

Marco Wadia aged 63 years, is an Independent Director of our Company. He is member of Bar Council of has been a Maharashtra and Goa. He practicing advocate since 1986 and is currently,

a partner at Crawford Bayley & Co. He has over 30 having years of experience in the legal profession specialised in corporate matters and mergers and acquisitions

Directorship

held in other Companies (excluding foreign Companies & Section 8 Companies as on 31

st

March, 2019

Zuari Agro Chemicals Limited

Chambal Fertilisers And Chemicals Limited

Josts Engineering Company Limited

Stovec Industries Limited

Paradeep Phosphates Ltd

Simon India Limited

Gobind Sugar Mills Ltd

Indian Register Of Shipping

Amphenol Interconnect India Private Limited

Amphetronix Offset Interconnect Solutions Private Limited

Johnson And Johnson Private Limited

Amphenol Omni

connect India Private Limited

Membership / Chairmanship in Public Companies (includes only Audit Committee and Stakeholders Relationship Committee as on 31st

March, 2019

Chambal Fertilisers & Chemicals

Limited –

Chairman of Audit Committee &

member of Stakeholders Relationship Committee

Zuari Agro Chemicals Limited-

Chairman of Audit Committee &

member of Stakeholders Relationship Committee

Simon India Limited -

Chairman of Audit Committee

Paradeep Phosphates Ltd -

Chairman of Audit Committee

Stovec Industries Ltd -

Member of Audit Committee

Gobind Sugar Mills Ltd –

Member of Audit Committee

No. of Shares held in the Company

2811

Remuneration last drawn

Sitting fees of Rs. 5.20 lakhs were paid to Mr. Marco Wadia by the Company for FY 2018-19

Remuneration proposed to be paid

Sitting fees will be paid

Number of meetings of the Board attended during the year

Six

8

Zuari Global Limited - Chairman of Audit Committee & member of Stakeholders Relationship Committee

ZUARI GLOBAL LIMITEDCIN: L65921GA1967PLC000157

Registered Office: Jai Kisaan Bhawan, Zuarinagar Goa 403 726Website: www.adventz.com, Tel.: 0832-2592180/81

PROXY FORMFORM NO. MGT-11

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the member(s): _________________________________Email Id: __________________________Registered Address:______________________________________________________________________Folio No./Client Id: _____________________________________DP/ID: ____________________________I/We, being the member(s) of __________________________shares of Zuari Global Limited, hereby appoint

1. Name:__________________Address:___________________ Email Id__________________or failing him2. Name:_________________ Address:____________________Email Id__________________or failing him3. Name:_________________ Address:____________________Email Id__________________

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 51st Annual General Meeting thof the Company to be held on Friday, 6 September, 2019 at 2.30 p.m.at the Registered Office of the Company at

''Jai Kisaan Bhawan'', Zuarinagar, Goa-403726 and at any adjournment thereof in respect of such resolutions as are indicated below:

Sr. No

Resolutions Optional*

For Against

Ordinary Business

1. a) Adoption of Audited Financial Statements for the year ended 31st

March, 2019.

b) Adoption of Audited Consolidated Financial Statements for the year ended 31st March, 2019.

2. To declare dividend on Equity Shares for the financial year ended

st

March, 20131 9.

3.

Re-appointment

of Ms. Jyotsna Poddar, (DIN 00055736) as Director who

retires by rotation and being eligible offers herself for re-appointment.

Special Business

4.

Re-appointment of Mr. Marco Wadia (DIN: 00244357) as an Independent

Director.

5.

Signed this ____________day of ___________, 2019

_____________________

Signature of shareholder

Signature of first Proxy Holder Signature of second Proxy holder Signature of third Proxy Holder

Affix Revenue stamp of Re.1

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Approval of Related Party Transaction under section 188 of the Companies

Act, 2013.

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Notes:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered

Office of the Company, not less than 48 hours before the commencement of the meeting.

2. A Proxy need not be a member of the Company. A member holding more than 10% of the total share

capital of the Company carrying voting rights may appoint a single person as proxy and such person shall

not act as a proxy for any other person or shareholder.

3. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not

more than 10% of the total share capital of the Company carrying voting rights.

st4. For the Resolutions, Explanatory Statement and Notes, please refer to Notice of the 51 Annual General

Meeting.

5. This is only optional. Please put a ' x' in the appropriate column against the resolutions indicated in the Box. If you leave the ' For' or ' Against' column blank against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

6. Please complete all details including details of member(s) in above box before submission.

st7. All the Members wishing to ask questions during the 51 Annual General Meeting should forward them to

the registered office, 7 days before the date of Annual General Meeting.

ZUARI GLOBAL LIMITEDCIN: L65921GA1967PLC000157

Registered Office: Jai Kisaan Bhawan, Zuarinagar Goa 403 726Website:www.adventz.com, Tel.: 0832-2592180/81

ATTENDANCE SLIP

Please fill attendance slip and hand it over at the entrance of the meeting hall. Joint shareholders may obtain additional slip at the venue of the meeting.

Folio No:

No. of Shares Held:

*DPID No./Client ID No:

Name and Address of the Shareholder / Proxy holder____________________________________________

st th I/We hereby record my/our presence at the 51 Annual General Meeting of the Company on Friday, the 6September, 2019 at the Registered Office of the Company at '' Jai Kisaan Bhawan'', Zuarinagar, Goa -403726 at 2.30 P.M.

*Applicable for investors holding shares in electronic form.

___________________________ Signature of the Shareholder/Proxy

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stRoad Map of 51 Annual General Meeting

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Zuari Global Limited